MOVIE COMPANY LICENSING AGREEMENT
AGREEMENT, on this _____ day of _______________ 19___, in consideration for the representations, Fees and Participation described herein, the parties hereby agree as follows:
ARTICLE I - PARTIES 1. PARTIES: This agreement (also known as "Movie Company Licensing Agreement" or the "Licensing Agreement") is by and between MINI MOGUL ENTERPRISES, INC., with address c/o Matrixx Entertainment Corporation, 322 Lancaster Avenue, Devon, Pennsylvania 19333-1583 (610/688-9212) (hereinafter "MME" or "Mini Mogul Enterprises, Inc.");
-AND-
____________________________________________ (hereinafter referred to as "Producer")
________________________________________________ (Address)
________________________________________________ (Address)
_______________________ (Phone)
_______________________ (Email)
_______________________ (Social Security Number)
ARTICLE II - DEFINITIONS Application Fee - a non-refundable fee of $50.00 paid in order to process the Movie Company Licensing Application. Applicants who are accepted must execute this Agreement. This fee may be waived for students enrolled in the Lee Garmes Cinema Institute.
Feature - an entertaining, narrative, dramatic motion picture (85 to 180 minutes long) shot (preferably on 35mm or Super 16mm film and intended for release in the world wide theatrical, home video, cable and free TV markets.
Initial License Fee - Sum due and payable upon execution of the Licensing Agreement. See (1) under Payment Plans below.
License - 1. The right granted to unfold and use The Movie Mogul Manual® by duplicating each Movie Memotm the number of times as designated by the number of Hat Packs to which each such designated Movie Memotm must go. 2. The right granted to receive administrative and technical support from MEC upon agreed terms and conditions.
Matrixx Entertainment Corporation - 1. an entertainment company that develops, produces and releases feature motion pictures over the Internet and by conventional means and 2. licenses others to do same through a proprietary and patented business process consisting of certain Internet and management techniques. 3. Also known as "MEC" the Company has several subsidiary divisions which provide specilized products and services.
Matrixx Productions® - A division of Matrixx Entertainment Corporation and/or an independent production company specifically licensed to use the name. Matrixx Productions® is a registered federal service mark.
Mini Mogul - One who is producing Mini Mogul Productions, utilizing the Materials found in The Mini Mogul Manual®, on their way to the Feature level.
Mini Mogul Enterprises - A company that licenses The Mini Mogul Manual® and The Movie Mogul Manual® to any qualified person who wants to produce Features. Mini Mogul Enterprises, is the Quality Control Division of MEC which product is "Quality, hatted and trained people wanting to work in the Company or who have chosen to form their own successful and expanding Matrixx Production® company."
The Mini Mogul Manual® - The collective materials written by James R. Jaeger II ("JRJ") and released as Movie Memostm and Tech Memostm, (hereinafter referred to as the "Materials") as they pertain to Mini Mogul Productionstm. The Mini Mogul Manual® is a registered trademark.
Mini Mogul Productionstm - (1) The following narrative dramatic productions: the 1-Day Shoot resulting in a 5 minute show, the 2 to 3 Day Shoot (resulting in a 10 - 15 minute show) the 6-Day Shoottm (resulting in a 30 minute show); (2) Any production that results in a film or tape that is not a Feature.
Movie Mogul - (1) a Producer who is producing features back to back and eventually two or more simultaneously as well, and/or; (2) The Licensee of The Movie Mogul Manual® (referred to as "Producer" herein), because he or she has executed the Licensing Agreement and paid all fees.
The Movie Mogul Manual® - (1) The collective materials written and released as Movie Memostm and Tech Memostm, (hereinafter referred to as the "MMM", the "Materials" or the "MMM Materials"); (2) the Materials which may be used at a Producer's volition to produce Features and eventually accomplish the products of a Movie Mogul. The Movie Mogul Manual® is a registered federal trademark and patented business process, parts of which are a trade secret.
The Movie Mogul Manual® - Abridged - (1) A portion of the collective materials written and released as Movie Memostm and Tech Memostm, (2) the Materials which may be READ at a Producer or Purchaser's volition to determin if same desired to execute this Licensing Agreement. The Movie Mogul Manual® - Abridged is a registered federal trademark and patented business process.
Natural Person - Not a corporation, partnership, trust or any other legally recognized entity other than a person.
Participation - Equity MME has in Producer's producer fee(s) and Points. Participation is selected by Producer and calculated by multiplying Producer's Gross Income from all sources by the Participation Rate defined below. See (2) under Movie Mogul Purchase Plans below.
Points - Producer's Net Participation in the cash flow of any movie Producer is involved with, such referred to as "Points." The individual contract of a given motion picture specifically defines Points as such relate to the distribution and exploitation of that picture.
Producer - (1) The Licensee of this Agreement; (2) A person, company, entity or division that manufactures Feature motion pictures one at a time.
Producer's Gross Income means, but is not limited to, any and all sums received by Producer, as budget items or as a result of the exploitation of any rights in and to any film project Producer is connected with, including but not limited to, all dividends, stock appreciation, "points", royalties and commissions that are owned by Producer, directly or indirectly as a result of the sale or exploitation of any motion picture project, company or entity with which Producer is connected in any way whatsoever.
Production Fee - Payment to MME from the financed budget of any project Producer is connected with or receives payment from directly or indirectly.
Quality Control Board - MEC Board which authorizes MME to license The Movie Mogul Manual®; and The Mini Mogul Manual® to qualified Applicants as well as oversees the training, hatting and ethics of all personnel connected with MME and its, Licensees and Matrixx Productions®.
Term - Length of time this Movie Company Licensing Agreement is in effect between MME and Producer.
Unfolded - The Movie Mogul Manual® expanded into Job Description booklets or hat folders per the routing designations in the upper left corner of each Memo and known as The Movie Mogul Manual® - Expanded.
ARTICLE III - MOVIE MOGUL REQUIREMENTS 1. MINIMUM QUALIFICATIONS: The following are minimum qualifications that, at the discretion of the Quality Control Board, must be met before MME is authorized to offer the Materials to any Producer; candidate Producer shall:
i. fill out the Movie Company Licensing Application, (the "Application").
ii. be wildly enthusiastic about movies and life.
iii. have screened at least 25 movies in the past year, including three of the top grossing pictures of the year.
iv. have a subscription to any two (2) of the following Magazines: Hollywood Reporter, American Cinematographer, Variety, American Film, On Location.
v. know how to take a well-lit and exposed, photograph, operate a movie camera (not a video camera), write, direct or edit a narrative dramatic scene.
vi. not, directly or indirectly, be employed or affiliated with the MPAA studio/distributors.
vii. have no criminal record or be a drug user of any illegal drugs. 2. ELIGIBLE ENTITIES: This Licensing Agreement cannot be executed by any entity other than a Natural Person. Only one (1) Natural Person may execute the Licensing Agreement and be considered "Producer" herein. MME retains its right to refuse to license to any person, or entity, for any reason.
ARTICLE IV - OFFER AND ACCEPTANCE 2. OFFER AND ACCEPTANCE: MME, as authorized by the Quality Control Board of MEC, hereby offers Materials to Applicant Producer and Applicant Producer hereby accepts same under the terms of this License Agreement in consideration for the benefits, mutual covenants, representations and considerations provided herein.
ARTICLE V - LICENSING PLANS 1. MINI MOGUL PRODUCTION PLANS: Producer, in consideration for the license to use the Mini Mogul Materials does hereby subscribe to his or her first Mini Mogul Production, by signing next to his or her preferred Payment Plan:
Mini Mogul Productions
1-DAY SHOOTS (resulting in Shows equal to or less than 5 minutes)
(1).....................(2)
$15 and 10% Participation
____________________________
$35 and 5% Participation
___________________________
$150 and 2.5% Participation
____________________________
2-3 DAY SHOOTS (resulting in shows longer than 5 minutes but equal to or less than 15 minutes)(1)...................(2)
$25 and 10% Participation
____________________________
$75 and 5% Participation
____________________________
$250 and 2.5% Participation
____________________________
6-DAY SHOOTS (Resulting in shows longer than 15 minutes but equal to or less than 90 Minutes)(1).....................(2)
$150 and 10% Participation
____________________________
$250 and 5% Participation
____________________________
$500 and 2.5% Participation
____________________________
(hereinafter referred to as "Participation" or "Participation Rate")2. CONSIDERATION FOR MINI MOGUL PRODUCTIONS: Fees shall be payable as follows:
a. Upon initial execution of this License Agreement, or start of pre-production on each larger Mini Mogul Production, the full Initial License Fee, (1) of above as applicable to the contemplated production shall be payable to "Mini Mogul Enterprises."
b. Upon funding of each Production Budget, a Production Fee, based on (2) of above as applicable to the contemplated production, shall be payable to "Mini Mogul Enterprises."
c. Upon receipt of any gross revenues generated from the sale or exploitation of each Mini Mogul Production, Participation, based on (2) of above as applicable to the completed production, shall be due and payable to "Mini Mogul Enterprises" when received by Producer. Feature Productions
3. MOVIE MOGUL PRODUCTION PLANS: Producer, in consideration for the license to use the MMM Materials does hereby subscribe to his or her first Feature Production, by signing next to his or her preferred Payment Plan:
6 to 18 DAY+ SHOOTS (Resulting in Feature Films ideally equal to 85 minutes or longer, but also including feature films shorter than 85 minutes.)
(3)......................(4)
$500 and 10% Participation
______________________________
$1,000 and 9% Participation
______________________________
$2,500 and 8% Participation
______________________________
$5,000 and 7% Participation
______________________________
$10,000 and 6% Participation
______________________________
$25,000 and 5% Participation
______________________________
$50,000 and 4% Participation
______________________________
$100,000 and 3% Participation
______________________________
$200,000 and 2% Participation
______________________________
$400,000 and 1% participation
______________________________
4. PAYMENT OF FEES FOR FEATURE PRODUCTIONS: Fees shall be payable as follows:
a. Upon initial execution of this License Agreement for the first Feature Production, the full one-time Feature Initial License Fee, (3) of above as applicable to the contemplated Feature production shall be payable to "Mini Mogul Enterprises."
b. Upon funding of each successive Feature Production Budget, (no matter what Budget or size of production in terms of shoot days or minutes) a Production Fee, based on (4) of above as applicable to the contemplated Feature production, and calculated shall be payable to "Mini Mogul Enterprises."
c. Upon receipt of any gross revenues generated from the sale or exploitation of each Feature Production, Participation, based on (4) of above as applicable to the completed production, shall be due and payable to "Mini Mogul Enterprises" when received by Producer.
d. Payment for plans of $1,000 and over may be made in equal monthly installments, such installment schedule not to exceed a three year Term.
e. In the event Producer has not produced, in any calendar year of the Term, a Mini Mogul or Movie Mogul project for which a Production Fee is paid, Producer hereby agrees to pay a Renewal License Fee in the sum of $20.00 on January 3rd of the next year, such Renewal Fees being cumulative annually.
f. Unfolded versions of the MMM Materials are only available for Payment Plans of $5,000 and over. 5. PLAN CONVERSIONS: For each Feature Productions, Participation may be converted to a lower Participation by payment of the sum connected with each plan less what has already been paid.
a. For instance, if Producer buys the Feature plan at $5,000 plus 7% participation and wishes to change to a different Purchase Plan (within the contracted term), he or she may pay the desired plan's fee and receive the new Participation rate. Thus a conversion to a 5% Participation Rate would require an additional payment of $20,000. The original $5,000 paid will be credited towards the purchase of the new Plan.
b. Conversions to higher Participation Rates may not be made.
c. Conversions on Mini Mogul Productions may not be made. 6. PARTICIPATION SUBJECT TO CHANGE: Nothing in this agreement shall prevent MME from changing any of the participations, fees or terms with any other party or (producer) licensee at any time except however MME shall honor this Licensing Agreement at all times with Producer.
7. PLAN INTERPRETATIONS: In the event of a conflict in the interpretation of which Mini Mogul Production Licensing Plan is applicable in determining licensing fees and Participation, screen duration (which shall NOT include credits), shall be the deciding factor over number of shooting days.
a. In the event of any further interpretation conflict, the longer screen duration shall be applicable.
ARTICLE VI - FORMATION OF PRODUCER'S COMPANY 1. FORMATION OF PRODUCER'S COMPANY:
a. PRODUCTION ENTITIES: Producer may form any type of business entity or entities, in any state in the United States, he or she deems appropriate and necessary to conduct the movie production business contemplated hereunder so long as all fees, and participation due Producer and MME are paid as set forth hereunder and accounted for using commonly accepted accounting practices.
i. If Producer anticipates forming any foreign business entities, he or she agrees to disclose and discuss the matter with MME counsel prior to executing this License Agreement.
ii. If Producer deems it necessary to form any foreign business entity after becoming signatory to this License Agreement, he or she agrees to discuss and disclose the matter with MME counsel prior to forming such foreign entity.
b. COMPLIANCE WITH SECURITIES LAWS: In the event Producer elects to incorporate, Producer agrees and warrants that it shall comply with all state and federal securities laws at all times. c. COMPANY NAME: Producer may name his or her company as he or she wishes provided that such name is not a name already used by MEC, one of its divisions, subsidiaries, licensees or affiliates.
i. In some cases, as authorized in writing under separate agreement, Producer may conduct production business under the name of "Matrixx Productions."
ARTICLE VII - CONSIDERATION 1. SALE OF SECURITIES TO MME: In the event Producer incorporates, Producer shall sell to MME a percentage of any and all classes of stock issued and outstanding, at any time, (the "Securities'), such percentage shall be equal to the Participation Rate selected hereinabove. MME shall purchase such Securities for the sum of ten dollars ($10.00) and other good and valuable consideration, such sum hereby acknowledged as received.
2. EQUITY IN PROJECTS AND ENTITIES: Producer shall pay to MME a percentage of any and all equity it may directly or indirectly be due in all Mini Mogul Productions and Feature Productions ("Points") whether or not entirely owned by Producer or Producer's company and such percentage shall be equal to the Participation Rate selected hereinabove. MME shall purchase such Points for the sum of ten dollars ($10.00) and other good and valuable consideration, such sum hereby acknowledged as received.
3. CALCULATION OF PRODUCTION FEE: Producer shall cause a Production Fee to be paid to MME on any and all production budgets Producer or Producer's company is involved with, directly or indirectly, upon funding or commencement of principal photography, which ever occurs first. Such Production Fee shall be computed in one of two ways:
a. Based on 100% of the producer's line item fee (and computed by multiplying Producer's personal producer's fee times the Participation Rate Producer has selected herein above), OR;
b. Based on 50% of the entire development and production budget (and computed by multiplying the Producer's current Participation Rate by 50% of the sum of the Above and Below Line Costs in such funded budget).
c. In the event Producer is involved with partners or entities that refuse to authorize allocation of the Production Fee from 50% of the entire budget, as described in subparagraph b of above, (possibly because they are not signatory to a Licensing Agreement), Producer may elect to reduce the Participation Rate as provided for herein under in PLAN CONVERSIONS, and pay such difference out of his or her producer fee or other funds).
d. Producer hereby agrees to grant MME the right to examine any and all budgets and accounting Producer and/or Producer, Inc is involved with at any time.
e. Producer hereby agrees to account to MME within 30 days any sums or accounting received. 4. PAYMENTS AND STOCK TRANSFERS: Producer agrees to make all License Fee Payments, Production Fees, Participations and Security transfers within thirty (30) days of the date of execution of this Licensing Agreement, Incorporation or due from time to time as Participations.
ARTICLE VIII - LICENSE RIGHTS 1. OWNERSHIP OF MATERIALS: All Materials are licensed to Producer by MME, which hereby warrants that it has a non-exclusive right to license same to Producer. Producer hereby acknowledges that the Materials are copyrighted and owned by JRJ and claims no interest therein.
2. USE OF MATERIALS AT PRODUCER'S VOLITION: In consideration for the above Fees and Payments, Producer shall be entitled to use the Materials at his or her sole volition and as he or she deems appropriate. Use of the Materials is intended to help Producer expand and prosper in the field of motion picture production as aggressively or conservatively as Producer chooses. Producer is under no obligation to use the Materials and MME, or any employee thereof, is under no obligation to provide assistance or in any way direct or control Producer's business or any other activity beyond referring Producer to the Materials.
PRODUCER IS UNDER NO OBLIGATION TO USE ANY OF THE MATERIALS OR POLICIES PROVIDED BY MME, MEC OR FOUND IN THE MOVIE MOGUL MANUAL OR THE MINI MOGUL MANUAL, BUT IF LICENSED HEREUNDER AND IN GOOD STANDING, MAY DO SO AT HIS OR HER SOLE VOLITION AND AS DEEMED EXPEDIENT BY PRODUCER.
3. NO FRANCHISE: The licensing of the Materials or signing of this Licensing Agreement or paying any fees or participation hereunder does not and cannot make Producer a Franchisee or MME a Franchisor and neither party shall construe this relationship to be that of a legal Franchise.
a. In the event any operation of MME, MEC or Producer is referred to or described as a franchise at any time, the Parties hereto acknowledge that no Franchise exists in fact, nor shall any be inferred at any time. 4. DELIVERY OF MATERIALS: After Producer has executed this Licensing Agreement, by signing at all appropriate places provided, and paid his or her licensing fee for the first or next production, delivered any Securities and or Participation due, MME shall deliver the most current version of the appropriate Materials licensed to Producer or Producer's Representative.
5. COMPLAINTS: Producer acknowledges that MME is the sole agent authorized to license said Materials to Producer and Producer hereby agrees that any and all business arrangements, complaints or other dealings will be directed to MME's Quality Control Board, only.
6. CANCELLATION:
a. MME may cancel Producer's license at any time for violation of any of the terms of this Licensing Agreement, including nonpayment of any fee for a period of thirty (30) days after it is due, disputes or law suits filed between signatory Producers, production of indecent films, harrassement or unethical behavior towards any signatory Producer (its employees, suppliers, talent, writers) or harrassement or unethical behavior towards MME (its parent company, affiliated companies, employees, or suppliers).
b. GRACE PERIOD: MME may not cancel this Licensing Agreement while Producer is in Principal Photography or without at least sixty (60) days written notice describing the exact reason. At MME's discretion, MME will give Producer sixty days (60) written notice to remedy or correct any problem, ethics situation, harassment, suit or breach of this Licensing Agreement.
c. REVOCATION REMEDIES: Producer hereby agrees that in the event MME cancels this Licensing Agreement, in accordance with its rights under this Licensing Agreement, it shall do so without liability or recourse from Producer in any way and Producer hereby indemnifies MME and MEC against all liability that may arise as a result of such cancellation.
ARTICLE IX - TERM 1. TERM: The term of this Licensing Agreement shall be _____________ years from the date hereof, (the "Term").
ARTICLE X - LIABILITY 1. NOTICE OF DISCLAIMER: Producer hereby warrants that he or she, prior to purchasing or using any Materials, entering into any agreement or relationship with MME (or with any of its officers or associates), has read, understood and hereby agrees with the following Disclaimer that appears in substantially the same form in the Materials:
"DISCLAIMER Use of the Mini Mogul Manual, The Movie Mogul Manual and any Matrixx Movie Memo, Tech Memo or other Matrixx materials, whether hard copy or computer disc, or consultation (the "Materials") is at User/Purchaser's sole risk and volition. Use of the Materials and/or consultation does not and cannot guarantee success in any way.
Nothing in the Materials is indented as legal advice and should not be construed to be such.
Solicitation of the Materials is not an offer to sell any securities whatsoever.
Any and all of the Materials, as well as prices and purchase plans, are subject to change and upgrade, at any time, without prior notice.
Use of the Materials, directly or indirectly, for the purpose of producing any type of pornographic, X rated movies, or movies with graphic or gratuitous violence, now or any time in the future, is strictly prohibited.
Purchase (or use) of a Movie Mogul Manual or any other Materials does not make the purchaser (or user) a partner, employer, employee, agent or fiduciary of or for Matrixx Entertainment Corporation, MME, Matrixx Productions or any of its owners, officers, employees or affiliates or subsidiaries.
MME and/or MEC reserves its right to refuse sale of any of the Materials to any person or entity for any reason it deems appropriate in its sole discretion."
2. INDEMNIFICATION: MME assumes no liability for any of the actions of Producer or any entity formed by or associated with Producer and Producer hereby indemnifies MME, Matrixx Productions and MEC as well as all its board, stockholders, owners, officers, employees, associates, partners and those MME, MEC or Matrixx Productions from any and all liability whatsoever.
a. Further, it is expressly agreed that Producer, in consideration for the benefits of this Licensing Agreement, hereby agrees to pay any judgment awarded to Producer, as a result of any legal action against MME in connection with this Licensing Agreement, or caused by Producer, to MME within thirty (30) business days of adjudication. 3. BANKRUPTCY: In the event Producer, or Producer's company (or companies) files bankruptcy, dissolves or abandons business with any of Producer's companies, Producer hereby agrees that he or she will grant MME the same Fees, Participation, Points, Securities and terms of this Licensing Agreement in any successor company or new company formed.
ARTICLE XI - COPYRIGHTS & TRADEMARKS 1. COPYRIGHT TO LITERARY PROPERTIES: Copyright on any and all Screenplays, and the underlying Story, upon which Producer shall base a motion picture, or any other derivative work, must be held in the name of Producer and producer's majority owned company (e.g., Copyright 19-- by Producer and Producer, Inc.). Producer may cause Producer, Inc. to allocate participation to others from this position of copyright ownership.
2. COPYRIGHT TO MOTION PICTURES: Copyright on any and all motion pictures produced by Producer must read "Copyright 19-- by Producer, Inc." Producer must own the copyright in and to all his or her pictures and allocate participation accordingly.
a. Producer, warrants that he or she will retain at least co-copyright to all his or her Pictures and Literary Properties and Stories at all times or provide a strong chain of title to same. 3. PARTNERSHIPS AND JOINT VENTURES: In the event Producer enters into any kind of a partnership ("Partnership) or joint venture ("Venture"), for the purpose of producing motion picture as contemplated hereunder, such Partnership or Venture shall hold all copyrights as described hereinabove and provide clear chain of title as well as allocate any and all Fees, Participation, Securities and Credits as provided for herein.
a. Producer's ownership, points and/or participation in said Partnership or Venture must be in the name of Producer and a copy of the Partnership or Venture Partnership Agreement or Articles of Incorporation and all Shareholders, as well as any financing-production-distribution and other key documents, must be sent to MME within two (2) two days of execution. MME agrees to keep all such agreements and documents confidential.
b. Producer agrees to forward quarterly reports to MME concerning all operations that are subject to MME Fees, Participation, Securities and Credits. 4. TRADEMARKS: The terms "Matrixx Productions", "Movie Mogul Manual" and "Mini Mogul Manual" are trademarks and/or service marks owned by JRJ and are licensed to Matrixx Entertainment Corporation for the purpose of sublicensing the Materials to qualified Applicants through MME. Producer is not licensed to use any of said trademarks.
ARTICLE XII - CREDITS 1. ON-SCREEN CREDITS:
a. Producer agrees hereunder to accord MME the right, but not the obligation, to have any three (3) of the following credits, two (2) of which shall be placed on-screen in the Main Titles and one (1) of which shall be placed on-screen in the End Titles on each and all motion pictures produced by Producer pursuant to this Licensing Agreement or such motion picture produced by Producer within five (5) years after the expiration of the Term of this Agreement:
in association with Matrixx Entertainment
______________________, Executive Producer
___________________, Associate Producer
________________ presents
b. In the Event MME or MEC or any entity established by MME or MEC finances a sum equal to or in excess of 50% of any production budget of Producer, agrees hereunder to accord MME the right, but not the obligation, to have on that production any three (3) of the following screen credits, two (2) of which shall be placed on-screen, in the Main Titles and one (1) of which shall be placed on-screen in the End Titles each and all motion pictures produced by Producer pursuant to this Licensing Agreement or such motion picture produced by Producer within five (5) years after the expiration of the Term of this Agreement:
Matrixx Entertainment
presents
Matrixx Entertainment Corporation
presents
MEC
presents
a MEC Picture
a Matrixx Production
a Matrixx Entertainment Company
in association with
Matrixx Entertainment Corporation
in association with
Matrixx Entertainment
______________________, Executive Producer
___________________, Associate Producer
________________ presents
2. SCREEN CREDIT SIZE AND DURATION:
a. At least one Main screen credit, as provided above, must be a full screen title, within one or two titles before or after the Main Title card, be on the screen for at least three (3) seconds and be at least 33% the size of the Main Title of the Picture.
b. At least one Main screen credit, as provided above, may share the screen with not more than three (3) additional credits, must be within two or three titles before or after the Main Title card, be on the screen for at least three (3) seconds and be at least the same size as any other credits sharing that same card.
c. At least one End screen Credit, as provided above, may share the screen with not more than three (3) additional credits, be on the screen for at least three (3) seconds and be at least the same size as any other credits sharing that same card or on the same credit roll.
d. Producer warrants that such Screen Credit Size and Duration will not be subject to any outside approval or arbitration. 3. OTHER CREDITS: Producer agrees hereunder to accord MME the right, but not the obligation, to have any one (1) of the following credits in any and all advertising in connection with each Mini Mogul Production and Feature such to include, but not be limited to, all cassettes and cassette boxes, newspaper ads, magazine advertisements, 1-sheets, television and radio spots and all other forms of promotion and advertisement caused by Producer pursuant to this Licensing Agreement or such motion picture produced by Producer within five (5) years after the expiration of the Term of this Agreement:
a. Producer will endeavor to place such credits in an appropriate place in accordance with normally accepted placement of producer credits. 4. CONFUSION OF CREDITS: Producer is free to use any other credits it so desires so long as such credits are not the same in import as those chosen by MME and/or do not cause confusion in the public mind.
a. If there is a financing entity that wants credit, along with MME the form of a "Entity/Matrixx Production", may be acceptable to MME. 5. APPROVAL RIGHTS: If MME elects to take screen credit, as above provided, MME retains the right to approve use of all credits on any prints, advertising or promotion to be released by Producer.
6. SCREEN CREDIT DEFAULT: In the event Producer defaults in granting MME proper screen credit or any other credit in paid or non-paid advertisement, Producer shall pay to MME, in addition to its normal participation, a penalty equal to 10% of the Gross Rentals earned by the picture from all sources or the sum of $5,000,000, whichever sum is less. If any controversy arises over the definition of "Gross Rentals" the current and ongoing figures published in the Hollywood Reporter may be used at MME's discretion, but not limited to such figures.
ARTICLE XIII - ADDITIONAL SERVICES AND PRODUCTS 1. OBLIGATIONS: MME is under no obligation to provide free or paid consultation to Producer, verbally or in writing, or to arbitrate any disputes between Producer and any other Party.
2. OTHER SERVICES: Nothing in this agreement shall limit MME's right to offer and deliver Producer consultation, arbitration, courses or any services or products sold by MME, including computer services and computer systems, in connection with, but not limited to, development, financing, production, operations, marketing, packaging, distribution, and to receive fees, participation and appropriate additional screen credit as mutually agreed by the Parties.
ARTICLE XIV - COMPETITION 1. OTHER PRODUCERS: Nothing in this Licensing Agreement shall limit MME's right to license the Materials to other producers - some of which may be in competition with Producer.
2. RETIREMENT TRUST FUND: A portion of all issued MME stock may be owned by The Mini Mogul Trust, (the "Trust"). Each year, by the end of the first week of December, the Trust may disburse all declared dividend income to each Producer, pro rata with the income MME has received from such Producer as a result of participating in such Producer's activities as delineated herein above.
3. FRIENDLY COMPETITION: The purpose of the Trust is to promote friendly cooperation and competition between all Licensee Producers to the Licensing Agreement as well a provide a source of income to each Producer in consideration for such cooperation.
a. Producer is encouraged to purchase and trade stock with other signatory Producers.
ARTICLE XV - CONFIDENTIALITY 1. DISTRIBUTION OF MATERIALS: Producer agrees to keep the entirety of the Materials confidential and agrees to be bound under any and all Copyright, Trademark and Trade Secret law as applicable. Further, Producer agrees to only release the Materials to its employees holding the positions designated at the upper left hand corner of the Manual title pages and to collect all such Materials at the end of production or termination of employee's employment with Producer.
2. NON-DISCLOSURE: Producer hereby agrees to never lend or reveal the entirety of the Materials to any person or entity and Producer agrees to first notify MME, VP Quality Control, in the event Producer wishes to do so.
3. REVOCATION OF NON-DISCLOSURE: Until written notice is given by VP Quality Control of MME, Producer agrees to keep this Licensing Agreement confidential as well as the fact that he or she is using any or all of the Materials and the fact that Producer is signatory to this Licensing Agreement.
4. LICENSING AGREEMENT COPYRIGHT: This Licensing Agreement is copyrighted property and protected under applicable copyright law of the United States and foreign countries. Under no circumstance may The Licensing Agreement, in full or in part, be copied by any person without express, written permission of the copyright owner. It is hereby acknowledged that any legal work done on the Licensing Agreement has been done on a "Work for Hire" basis and no future legal work is authorized unless it is agreed and accepted that such work is done on a "Work for Hire" basis.
ARTICLE XVI - RELATIONSHIPS AND REPRESENTATIONS 1. RELATIONSHIP OF PARTIES: The relationship between MME and Producer shall be creditor to debtor, respectively and the parties shall not be considered partners, agents or associates of one another.
2. INDEMNIFICATION OF PARTIES: The Parties agree to indemnify and hold each other harmless from and against any and all losses and damages sustained as a result of a breach by the other party of the terms and conditions of this Licensing Agreement.
3. REPRESENTATIONS OF PRODUCER: Producer represents and warrants that Producer will use his best efforts, skill, energy and ability to further the goals of producing successful, profitable feature length motion pictures. Producer acknowledges that any Picture which he or she produces and which is the subject of this Licensing Agreement will probably be the largest and most sophisticated production undertaken by Producer to date hence, minor errors or omissions on the part of Producer shall not be construed as a reason for MME to revoke this Licensing Agreement.
ARTICLE XVII - COMMISSIONS TO PRODUCER 1. SALES COMMISSIONS: If authorized, in writing, by the VP Quality Control, Producer may select and cause a qualified Applicant to license a MMM under one of the Purchase Plans hereof (hereinafter "Selectee"), by specifically stating, in writing, that he or she is referring and encouraging selection of such Selectee. MME shall then pay to such authorized Producer ten percent (10%) of any and all monies received by MME as a result of Selectee having executed a current Licensing Agreement with MME.
2. AGENT: Payment of any Sales Commission to Producer shall not make Producer an agent of MME.
ARTICLE XVIII - MISCELLANEOUS 1. SEVERABILITY: In the event any provision of this Licensing Agreement is held invalid or unenforceable by any Arbitrator or Court of competent jurisdiction, the remaining provisions will not be affected.
2. ENTIRE AGREEMENT: This Licensing Agreement contains the entire understanding and agreement among the parties respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, expressed or implied, among the Parties hereto relating to the subject matter hereof which are not fully expressed herein.
3. HEADINGS: Paragraph headings are used for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Licensing Agreement or any of its provisions.
4. NOTICES: All payments and notices to MME are to be delivered to MME, c/o Matrixx Entertainment Corporation, 322 Lancaster Ave., Devon, PA 19333 or at such other address as from time to time may be announced. All notices to MME must be in writing.
5. CHANGES OF ADDRESS: All said notices, payments and correspondence under this Licensing Agreement are to be delivered to the Parties at the addresses set forth above or such other address as either party may subsequently specify in writing to the other party. The Parties hereto expressly agree to notifyeach other of any change of address within five (5) business days of such change.
6. ATTORNEY'S FEES AND COSTS: In the event of a dispute, arbitration or litigation with respect to any of the terms of this Licensing Agreement or transactions contemplated by it, the prevailing party is to be awarded one half of the such party's actual attorney fees and costs.
7. ASSIGNABILITY: The rights and obligations of Producer under this Licensing Agreement can neither be assigned nor delegated without the prior written consent of MME.
8. SURVIVAL OF RIGHTS: Except as assignment is restricted herein, this Licensing Agreement is binding upon and inures to the benefit of the parties hereto, their heirs, executors, administrators, successors, assigns, named beneficiaries and/or other substituted parties.
9. MODIFICATION: This Licensing Agreement in no way restricts or prohibits the rights of the parties hereto from entering into new or additional Agreements with each other except as expressly provided for herein. However, additional terms and conditions to this Licensing Agreement are not valid unless in writing and approved by all parties.
10. WAIVER IN WRITING: No condition or obligation under this Licensing Agreement may be waived without a written acknowledgement of such waiver, and one waiver of any condition or obligation is not to be construed as creating any other waiver of a condition or obligation.
11. ARBITRATION: Any controversy or claim arising out of or relating to this Licensing Agreement or breach of any of its provisions, is to be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon any award rendered by the Arbitrator(s) may be entered in any Court having competent jurisdiction. All hearings of the Arbitrator(s) are to be held in Los Angeles, California, or any such state or commonwealth MME shall select in its sole discretion.
a. In the event of a breach of MME's obligations under this paragraph or any other paragraph in this Licensing Agreement, it is expressly agreed that Producer's sole remedy shall be to seek damages in a court of competent jurisdiction, and that in no event shall Producer be entitled to obtain any injunctive or other equitable relief or undertake to restrict MME's right to exploit any Picture being produced by MME or any other company affiliated, directly or indirectly, with MME in any way.
b. The parties hereto, shall, to the best of their ability, always endeavor to settle all disputes that may arise without the need for arbitration or litigation.
c. Nothing in this Licensing Agreement shall prevent MME from electing to arbitrate any disputes that may arise and charging and arbitration fee as agreed upon by the Parties. 12. CHOICE OF LAW: This Licensing Agreement is governed by and to be construed in accordance with the laws of the State of Delaware.
13. ADDITIONAL DOCUMENTS: Each party to this Licensing Agreement consents to cooperate in executing, with acknowledgement or affidavit if required, any documents and/or writings which may be necessary to accomplish the purposes of this Licensing Agreement and if Producer fails to do so, Producer hereby irrevocably appoints MME his or her attorney-in-fact with the right, but not the obligation, to renew copyrights, institute and maintain actions and all such things in Producer's name and behalf, but for MME's benefit, as necessary to carry out the intentions of this agreement and in which appointment shall be coupled with an interest and irrevocable.
IN WITNESS WHEREOF, the undersigned have executed this Licensing Agreement on the day and year above first written.
AGREED AND ACCEPTED:
MINI MOGUL ENTERPRISES, INC.,
By: ___________________________________________
"VP Quality Control"
_______________________________________________
"Producer"
WITNESSES
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NOTARY
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© 1991, 1993, 1994, 1996, 1999, 2001 by Mini Mogul Enterprises
All Rights Reserved 5/15/01
tm & © 1979 - 2001 by JRJ & MEC All Rights Reserved
This "Movie Company Licensing Agreement," as well as the Curricula of the Lee Garmes Cinema Institute ("LGCI") which uses Movie Memostm comprising all or part of The Movie Mogul Manual®, is a patented and registered business process, written and copyrighted by James R. Jaeger II ("JRJ") and licensed to Mini Mogul Enterprises, a division of Matrixx Entertainment Corporation ("MEC"). The name "Lee Garmes" is used with the permission of Lee Garmes and Ruth Garmes, the wife of the late Lee Garmes